Corporate Governance

Corporate Governance and ownership structure pursuant to article 123-bis of Legislative Decree no. 58 of 24 February 1998 and subsequent amendments (the Consolidated Finance Act)

Pursuant to the Code of conduct, during the fi rst meeting of the board of statutory auditors, also held on 5 April 2011, the statutory auditors, Giacinto Sarubbi, Renato Righetti and Massimo Scotton, also confi rmed they meet the independence requirements of current legislation and stated thereby at the time of their appointment. Possession of the independence requirements was subsequently checked and confirmed by the members of the board of statutory auditors also during the meetings held on 27 January 2012 and 18 December 2012.

During the fi rst half of the year, a specialised company completed its assessment of the operation of the board of directors and its internal committees. The positive findings of this assessment confirmed that Ansaldo STS’s board of directors and committees operate under a high level of professionalism and showed a good level of compliance with the requirements of the Code of conduct and international corporate governance best practices.

The parent also published its 2012 Sustainability report in the first half of 2013. Such report was reviewed by KPMG S.p.A..

With respect to the independent auditors appointed to perform the legally-required audit of Ansaldo STS S.p.A.’s financial statements, in their meeting of 7 May 2012, the shareholders awarded the new audit engagement for the 2012-2020 period to KPMG S.p.A..

Finally, on 5 March 2013, the board of directors approved the company’s 2013 remuneration policy, in compliance with the
recommendations of article 6 of the Code of conduct, on the basis of the proposal prepared by the appointments and remuneration committee dated 1 March 2013.
On the same date, after discussion with the appointments and remuneration committee, the board of directors subsequently approved the remuneration report prepared by the company pursuant to article 123-ter of the Consolidated finance act and article 84-quarter of the Issuer regulation.
Finally, pursuant to article 123-ter.6 of the Consolidated finance act, in their meeting of 6 May 2013, the shareholders approved the first part of the above-mentioned report required by article 123-ter.3 of the Consolidated finance act, which describes the company’s remuneration policy for its officers and key managers, and the procedure followed to implement and describe this policy.

Pursuant to article 70.8 of the Issuer regulation, we note that, in their meeting of 28 January 2013 and as permitted by articles 70.8 and 71.1-bis of the Issuer regulation, the parent’s board of directors resolved to opt-out of the requirement to prepare the required documents at the time of significant transactions such as mergers, demergers, share capital increases via contributions in kind, acquisitions and sales.

The key corporate governance tools the company has implemented in compliance with the most recent legislative and regulatory requirements, those required by the Code of conduct and national and international best practices, are as follows:

  • By-laws;
  • Code of ethics;
  • Organisational, management and control model pursuant to Legislative decree no. 231/01;
  • Shareholders’ meeting regulations;
  • Board of directors’ regulations;
  • Control and risk committee regulations;
  • Appointments and remuneration committee regulations;
  • Related party transactions - Procedure adopted pursuant to article 4 of Consob regulation no. 17221 of 12 March 2010;
  • Procedure for the handling of privileged information;
  • Internal dealing code of conduct.

For further details on the company’s corporate governance, reference should be made to the “Corporate governance report”, comprising all disclosure required by article 123-bis of the Consolidated finance act, available on the company’s website www.ansaldo-sts.com.
Genoa, 26 July 2013

On behalf of the board of directors
The Chairman

Luigi Calabria

Registered Office: 16151 Genoa Via Paolo Mantovani, 3 - 5
Paid-in Share Capital EUR 70,000,000 R.E.A. n. 421689 Register of Enterprises of Genoa Tax Code 01371160662
A Finmeccanica Company